S E A Holdings Limited — Capital/Financing Update 2014

Aug 1, 2014

For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/07/2014

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer The Hong Kong Building and Loan Agency Limited Date Submitted 1 August 2014

• I. Movements in Authorised Share Capital

1. Ordinary Shares

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(1) Stock code : 00145 Description : HK BLDG & LOAN
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month N/A N/A N/A
Increase/(decrease) N/A N/A
Balance at close of the month N/A N/A N/A
(2) Stock code : N/A Description :
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
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For Main Board and GEM listed issuers

2. Preference Shares

2. Preference Shares			For Main Board and G
Stock code : N/A Description : No. of preference shares Balance at close of preceding month Increase/(decrease) Balance at close of the month
		Par value (State currency)	Authorised share capital (State currency)

3. Other Classes of Shares

Stock code : N/A Description : Par value Authorised share No. of other (State capital classes of shares currency) (State currency) Balance at close of preceding month Increase/(decrease) Balance at close of the month

Total authorised share capital at the end of the month (State currency) : N/A

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of preceding month Increase/ (decrease) during the month Balance at close of the month	No. of ordinary shares (1) (2)	No. of ordinary shares (1) (2)	No of preference shares No. of other classes of shares	No of preference shares No. of other classes of shares
	962,237,066 54,810,000 **1,017,047,066 **	- - - - - -	- - - - - -	- - - - - -

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares issuable		Movement duringthe month	Movement duringthe month	Movement duringthe month	Movement duringthe month		No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
		Granted	Exercised	Cancelled		Lapsed
1.Exercise Price HK$0.273 Date of grant: 28 December 2012 Option Scheme approved on 22/05/2008 Ordinaryshares 0 0 0 0 (Note 1) 2. - - (/ /) shares - - - - - - - - (Note 1) 3. - - (/ /) shares - - - - - - - - (Note 1) Total A. (Ordinary shares) (Preference shares) (Other class) Total funds raised during the month from exercise of options (State currency) 0				0		0	0 - - - - 0 - - - -	8,702,400
				- -		- -		- -
				- -		- -		- -

For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants (Date of expiry- dd/mm/yyyy)	Description of warrants (Date of expiry- dd/mm/yyyy)	Description of warrants (Date of expiry- dd/mm/yyyy)	Currency of nominal value Nominal value at close of precedingmonth Exercised during the month	Currency of nominal value Nominal value at close of precedingmonth Exercised during the month	Nominal value at close of the month	Nominal value at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1.
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 2.
			(/ /	)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3.
			(/ /	)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4.
			(/ /	)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)
			(/ /	)

For Main Board and GEM listed issuers

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description	Class and description		Currency of amount outstanding	Amount at close of preceding month	Converted during the month	Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1. Convertible Bonds		HK$ N/A	1,566,000	5,481,000	1,566,000		15,660,000
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)) 2. Convertible Bonds				0	36,450,000		270,000,000
			Ordinary
			(/ /)
			HK$ N/A
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. Convertible Bonds			434,980,010	0	434,980,010		543,725,012
			Ordinary
			HK$0.135
			(5/11/2013)
			HK$ N/A
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. Convertible Bonds			827,520,000	0	827,520,000		1,034,400,000
			Ordinary
			HK$0.80
			(30/04/2014)
			HK$ N/A
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)
			Ordinary
			HK$0.80
			(30/04/2014)

For Main Board and GEM listed issuers

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

underShare OptionSchemes)	underShare OptionSchemes)	,	,
Full particulars including EGM approval date (dd/mm/yyyy), ifapplicable, and class ofsharesissuable:		No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close ofthemonth
1.	Inaccordance withthe terms and conditions ofthe SecondPlacing	0	NIL
	Agreement, the SecondPlacing was completed on8 October 2012
	and a total of 100 Options had been successfully placed to not less
	than six Placees at thepremium of HK$7,830per Option.
	Upon exercise of each of the Option, the Optionholder is entitled to
	subscribeforthe ConvertibleBondsinthe principalamount of
	HK$156,600 at the Subscription Price of HK$156,600.
	10 Optionshad beenconvertedinto ConvertibleBondsinthe
	principal amount of HK$1,566,000.00 in November 2013.
	4 Options had also been converted into Convertible Bonds
	inthe principalamount of HK$626,400.00in December 2013.
	17 Options had also been converted into Convertible Bonds in the
	principalamount of HK$2,662,200.00in April 2014.
	19 Options had also been converted intoConvertible Bonds in the
	principalamount of HK$2,975,400.00in May2014.
	15 Optionshad also beenconvertedinto ConvertibleBondsin
	the principal amount of HK$2,349,000.00 in June 2014.
	35 Optionshad also beenconvertedinto ConvertibleBondsin
	theprincipal amount of HK$5,481,000.00inJuly2014.
	(SeeRemark 1) ( / / )
	shares_(Note 1)_

For Main Board and GEM listed issuers

2. On 27May2014, the Company and the JointPlacingAgents entered into thePlacingAgreement pursuant to which, the Companyhas conditionally agreed to place, throughthe JointPlacingAgents ona best effort basis, up to 397,000,000Placing Sharesin Tranches at the PlacingPrice of HK$0.8per PlacingShare,to not less than six Placees who and whose beneficial owners are independent third parties to the Company. Pursuant to the Stock Lending and Subscription Agreement, which is to be enteredinto betweenthe Company, the OtherVendors, and PacificFoundationSecuritiesLtd., the OtherVendors would conditionally agree tolend orotherwisemake available thePF Placing Shares toPacificFoundationSecuritiesLtd.forthe purpose ofthePF Placing, andPacificFoundationSecuritiesLtd. shallbe authorised to dealwiththePF Placing Sharesinsuch manner inthePF Placing underthePlacing asit deemsfit and appropriate.The OtherVendors would also undertake to subscribeforup to 87,000,000 GMSubscriptionShares asis equivalent to the exactnumberof PF Placing Shares placedinthePF Placing, and the GMSubscriptionshallbe governed andregulated by the provisions underthe Stock Lending and Subscription Agreement.The GMSubscriptionShares willbeissued underthe General Mandate. On 27May2014, the Company, theFirst Vendor, andFTSecurities Limited entered into the CB Lendingand Subscription Agreement pursuant to which,the First Vendor has conditionallyagreed to lend or otherwise make the Convertible Bonds available to FT Securities Limited at theprincipal amount of the Convertible Bonds,and FT Securities Limited mayconvert theprincipal amount of the Convertible Bonds or any part thereof into such number of Shares for thepurpose of the FT Placing. The Companyshall use its best endeavours to ensure the issuance of the New CB,and FT Securities Limited shall subscribe for the New CB in accordance with the CB Lendingand Subscription Agreement,and the Transfer shall take place immediatelyafter the completion of the CB Subscription. FT SecuritiesLimited shallsubscribeforthe New CB insuchprincipal amount as is equivalent to the aggregate principal amount of the ConvertibleBonds being convertedintoFT Placing Sharesforthe purpose oftheFT Placing to beissued by the Company, andinany event,theprincipal amount of the New CB shall not exceed HK$41,850,000, and the terms and conditions ofthe New CBshall be exactlyidenticalto those ofthe ConvertibleBonds.The New CB underthe CBSubscriptionwillbeissued underthe Specific Mandate. Based on the initial conversion price of HK$0.135 of the New CB,a maximum number of 310,000,000 New Conversion Shares willbe allotted andissued uponexercise ofthe conversion rights attaching to the New CB in full.Atotalof87,000,000Placing Shareshad beenallotted on 13 June2014pursuant to the Stock Lending and Subscription Agreement. (See Remarks 2) (/ /) shares_(Note 1)_ 3. ( / / ) shares (Note1) Total D.(Ordinaryshares) (Preference shares) (Other class)	2. On 27May2014, the Company and the JointPlacingAgents entered into thePlacingAgreement pursuant to which, the Companyhas conditionally agreed to place, throughthe JointPlacingAgents ona best effort basis, up to 397,000,000Placing Sharesin Tranches at the PlacingPrice of HK$0.8per PlacingShare,to not less than six Placees who and whose beneficial owners are independent third parties to the Company. Pursuant to the Stock Lending and Subscription Agreement, which is to be enteredinto betweenthe Company, the OtherVendors, and PacificFoundationSecuritiesLtd., the OtherVendors would conditionally agree tolend orotherwisemake available thePF Placing Shares toPacificFoundationSecuritiesLtd.forthe purpose ofthePF Placing, andPacificFoundationSecuritiesLtd. shallbe authorised to dealwiththePF Placing Sharesinsuch manner inthePF Placing underthePlacing asit deemsfit and appropriate.The OtherVendors would also undertake to subscribeforup to 87,000,000 GMSubscriptionShares asis equivalent to the exactnumberof PF Placing Shares placedinthePF Placing, and the GMSubscriptionshallbe governed andregulated by the provisions underthe Stock Lending and Subscription Agreement.The GMSubscriptionShares willbeissued underthe General Mandate. On 27May2014, the Company, theFirst Vendor, andFTSecurities Limited entered into the CB Lendingand Subscription Agreement pursuant to which,the First Vendor has conditionallyagreed to lend or otherwise make the Convertible Bonds available to FT Securities Limited at theprincipal amount of the Convertible Bonds,and FT Securities Limited mayconvert theprincipal amount of the Convertible Bonds or any part thereof into such number of Shares for thepurpose of the FT Placing. The Companyshall use its best endeavours to ensure the issuance of the New CB,and FT Securities Limited shall subscribe for the New CB in accordance with the CB Lendingand Subscription Agreement,and the Transfer shall take place immediatelyafter the completion of the CB Subscription. FT SecuritiesLimited shallsubscribeforthe New CB insuchprincipal amount as is equivalent to the aggregate principal amount of the ConvertibleBonds being convertedintoFT Placing Sharesforthe purpose oftheFT Placing to beissued by the Company, andinany event,theprincipal amount of the New CB shall not exceed HK$41,850,000, and the terms and conditions ofthe New CBshall be exactlyidenticalto those ofthe ConvertibleBonds.The New CB underthe CBSubscriptionwillbeissued underthe Specific Mandate. Based on the initial conversion price of HK$0.135 of the New CB,a maximum number of 310,000,000 New Conversion Shares willbe allotted andissued uponexercise ofthe conversion rights attaching to the New CB in full.Atotalof87,000,000Placing Shareshad beenallotted on 13 June2014pursuant to the Stock Lending and Subscription Agreement. (See Remarks 2) (/ /) shares_(Note 1)_ 3. ( / / ) shares (Note1) Total D.(Ordinaryshares) (Preference shares) (Other class)
	On 27May2014, the Company and the JointPlacingAgents entered	0 0 - - - -	310,000,000
	into thePlacingAgreement pursuant to which, the Companyhas
	conditionally agreed to place, throughthe JointPlacingAgents ona
	best effort basis, up to 397,000,000Placing Sharesin Tranches at the
	PlacingPrice of HK$0.8per PlacingShare,to not less than six
	Placees who and whose beneficial owners are independent third
	parties to the Company.
	Pursuant to the Stock Lending and Subscription Agreement, which is
	to be enteredinto betweenthe Company, the OtherVendors, and
	PacificFoundationSecuritiesLtd., the OtherVendors would
	conditionally agree tolend orotherwisemake available thePF
	Placing Shares toPacificFoundationSecuritiesLtd.forthe purpose
	ofthePF Placing, andPacificFoundationSecuritiesLtd. shallbe
	authorised to dealwiththePF Placing Sharesinsuch manner
	inthePF Placing underthePlacing asit deemsfit
	and appropriate.The OtherVendors would also undertake to
	subscribeforup to 87,000,000 GMSubscriptionShares asis
	equivalent to the exactnumberof PF Placing Shares placedinthePF
	Placing, and the GMSubscriptionshallbe governed andregulated
	by the provisions underthe Stock Lending and Subscription
	Agreement.The GMSubscriptionShares willbeissued underthe
	General Mandate.
	On 27May2014, the Company, theFirst Vendor, andFTSecurities
	Limited entered into the CB Lendingand Subscription Agreement
	pursuant to which,the First Vendor has conditionallyagreed to lend
	or otherwise make the Convertible Bonds available to FT Securities
	Limited at theprincipal amount of the Convertible Bonds,and FT
	Securities Limited mayconvert theprincipal amount of the
	Convertible Bonds or any part thereof into such number of Shares
	for thepurpose of the FT Placing. The Companyshall use its best
	endeavours to ensure the issuance of the New CB,and FT Securities
	Limited shall subscribe for the New CB in accordance with the CB
	Lendingand Subscription Agreement,and the Transfer shall take
	place immediatelyafter the completion of the CB Subscription. FT
	SecuritiesLimited shallsubscribeforthe New CB insuchprincipal
	amount as is equivalent to the aggregate principal amount of the
	ConvertibleBonds being convertedintoFT Placing Sharesforthe
	purpose oftheFT Placing to beissued by the Company, andinany
	event,theprincipal amount of the New CB shall not exceed
	HK$41,850,000, and the terms and conditions ofthe New CBshall
	be exactlyidenticalto those ofthe ConvertibleBonds.The New CB
	underthe CBSubscriptionwillbeissued underthe Specific
	Mandate. Based on the initial conversion price of HK$0.135 of the
	New CB,a maximum number of 310,000,000 New Conversion
	Shares willbe allotted andissued uponexercise ofthe conversion
	rights attaching to the New CB in full.Atotalof87,000,000Placing
	Shareshad beenallotted on 13 June2014pursuant to the Stock
	Lending and Subscription Agreement. (See Remarks 2)
	(/ /)
	shares_(Note 1)_
	( / / ) shares (Note1)
	Total D.(Ordinaryshares)
	(Preference shares)
	(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movementsin Issued Share Capital
Type of Issue	No. of new shares of issuer issued during the month pursuant thereto		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. Rights issue At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )
2. Open offer At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )
3. Placing At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )
4. Bonus issue	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )

For Main Board and GEM listed issuers No. of new No. of new shares of issuer shares of issued during the issuer which month pursuant may be issued thereto pursuant thereto as at close of the month Type of Issue Class of shares issuable _ (Note 1) 5. Scrip dividend At price :[State ] currency Issue and allotment date : (dd/mm/yyyy) ( / / ) ( / / ) EGM approval date: (dd/mm/yyyy) Class of shares ________ repurchased (Note 1) 6. Repurchase of Cancellation date : ( / / ) shares (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) Class of shares ________ redeemed (Note 1) 7. Redemption of Redemption date : ( / / ) shares (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) Class of shares issuable _______ (Note 1) 8. Consideration issue At price :[State ] currency Issue and allotment date : (dd/mm/yyyy) ( / / ) ( / / ) EGM approval date: (dd/mm/yyyy)

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For Main Board and GEM listed issuers
No. of new No. of new
shares of issuer shares of
issued during the issuer which
month pursuant may be issued
thereto pursuant
thereto as at
close of the
month
Type of Issue
Class of shares issuable _
(Note 1)
Issue and allotment ( / / )
9. Capital
date : (dd/mm/yyyy)
reorganisation
( / / )
EGM approval date:
(dd/mm/yyyy)
Class of shares issuable _
(Note 1)
10. Other
At price : [State ] Issue and allotment ( / / )
(Please specify) currency
date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
Total E. (Ordinary shares)
(Preference shares)
(Other class)
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Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) 54,810,000 (2) - - Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): - - Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): - - (These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

(1) For details, please refer to the Company’s announcements dated 24 July 2012, 8 October 2012, 18 December

2012, 31 December 2013, 25 February 2014 and circular dated 18 March 2014.

(2) For details, please refer to the Company’s announcements dated 27 May 2014, 6 June 2014 and 16 June 2014.

Submitted by: Tricor Tengis Limited Title: Share Registrar (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet